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Shareholder Investment Agreement
"I need a Shareholder Investment Agreement for a Nigerian tech startup receiving a $2 million investment from a foreign venture capital firm, with provisions for board representation and quarterly reporting requirements, to be completed by March 2025."
1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investor(s)
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing for the investment
6. Warranties and Representations: Standard warranties from the company and existing shareholders
7. Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders
9. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
10. Reserved Matters: List of decisions requiring special majority or investor consent
11. Information Rights: Investor's rights to financial and operational information
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of the agreement and termination provisions
14. Dispute Resolution: Process for resolving disputes including jurisdiction and applicable law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Anti-dilution Protection: Protection for investors against future share issuances at lower valuations
2. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake
3. Drag-Along Rights: Right of majority shareholders to force minority to join in sale
4. Pre-emptive Rights: Right of existing shareholders to participate in future share issues
5. Employee Share Option Pool: Provisions for employee share schemes if planned
6. Industry-Specific Regulations: Additional provisions for regulated industries (e.g., banking, insurance)
7. Environmental and Social Compliance: For investments with ESG requirements
8. Technology Rights: For technology companies, provisions regarding IP ownership and licensing
9. Foreign Investment Provisions: Special provisions for foreign investors regarding forex and fund repatriation
1. Schedule 1: Company Information: Details of company registration, directors, and share capital structure
2. Schedule 2: Warranties: Detailed warranties given by the company and existing shareholders
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4: Completion Obligations: Detailed list of documents and actions required at completion
5. Schedule 5: Business Plan: Company's business plan and financial projections
6. Schedule 6: Key Personnel: Details of key management and their service agreements
7. Schedule 7: Existing Encumbrances: List of existing charges or encumbrances on company assets
8. Appendix A: Share Certificate Form: Template for share certificates to be issued
9. Appendix B: Board Resolution Templates: Standard templates for required board resolutions
Authors
Affiliate
Anti-dilution Rights
Applicable Law
Board
Business
Business Day
Business Plan
CAMA
Call Option
Completion
Completion Date
Confidential Information
Consideration
Control
Deed of Adherence
Directors
Drag-along Notice
Drag-along Rights
Encumbrance
Event of Default
Exercise Period
Exit Event
Fair Market Value
Financial Year
First Completion
Force Majeure Event
Fully Diluted Share Capital
General Meeting
Group
Investment Amount
Investment Securities
Investor Director
IPO
Issue Price
Key Employees
Material Adverse Effect
New Securities
Ordinary Shares
Parties
Pre-emptive Rights
Preference Shares
Put Option
Qualified IPO
Reserved Matters
Restricted Party
ROFO
ROFR
Sale Shares
Share Capital
Shareholders
Shareholders' Resolution
Subscription Shares
Tag-along Notice
Tag-along Rights
Transfer
Valuation
Warranties
Investment Terms
Share Subscription
Payment Terms
Completion Conditions
Warranties and Representations
Board Composition
Management Rights
Shareholder Rights
Pre-emptive Rights
Transfer Restrictions
Tag-along Rights
Drag-along Rights
Anti-dilution Protection
Reserved Matters
Information Rights
Dividend Rights
Exit Rights
Non-competition
Confidentiality
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Costs
Amendment
Entire Agreement
Severability
Further Assurance
Counterparts
Third Party Rights
Compliance with Laws
Share Valuation
Default
Remedies
Corporate Governance
Foreign Investment Provisions
Tax Matters
Environmental Compliance
Regulatory Compliance
Technology
Financial Services
Manufacturing
Real Estate
Healthcare
Telecommunications
Agriculture
Energy
Mining
Retail
Education
Transportation
Construction
Media and Entertainment
Legal
Finance
Corporate Affairs
Compliance
Investment
Board of Directors
Executive Management
Corporate Secretariat
Risk Management
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Investment Manager
Company Secretary
Legal Counsel
Investment Director
Managing Director
Finance Director
Compliance Officer
Board Director
Corporate Affairs Manager
Investment Analyst
Due Diligence Officer
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